Pursuant to the provisions of the Federal Trade Commission Act, as amended, 15 U.S.C.
§ 41 et seq., and by virtue of the authority vested in it by said Act, the Federal Trade
Commission, having reason to believe that Urological Stone Surgeons, Inc.
("USS"), Stone Centers of America, L.L.C. (SCA), Urological
Services, Ltd. ("USL"), and Donald M. Norris, M.D., and Marc A. Rubenstein,
M.D., individually, and as officers, directors, and shareholders of USS, as owners and
officers of USL, and as shareholders of SCA, hereinafter sometimes referred to as
respondents, have violated and are violating Section 5 of the Federal Trade Commission
Act, 15 U.S.C. § 45, and it appearing to the Commission that a proceeding by it in
respect thereof would be in the public interest, hereby issues its complaint stating its
charges in that respect as follows:

DEFINITIONS

PARAGRAPH ONE: For purposes of this complaint, the following definitions shall apply:

A. "Extracorporeal shock wave lithotripsy" or "lithotripsy" means
the treatment of kidney stones without surgery by projecting, against the patients
body, high-energy shock waves that pulverize the kidney stones into particles which are
then eliminated through the urinary tract. "Lithotripter" means a machine used
to generate such shock waves.

B. "Urologist" means a physician licensed to practice medicine who entirely
or substantially limits his or her practice to the specialized practice of urology, which
includes the diagnosis and treatment of diseases or medical conditions of or affecting the
urogenital system.

C. "Urologist professional services" means any services provided by a
urologist relating to the diagnosis and treatment of diseases or medical conditions of or
affecting the urogenital system.

D. "Lithotripsy professional services" means any urologist professional
services associated with the provision of extracorporeal shock wave lithotripsy.

E. "Lithotripsy machine services" means the provision of extracorporeal shock
wave lithotripsy, including, but not limited to, the supplying of the lithotripter,
operation of the lithotripter, and providing accompanying services to the patients, but
excluding lithotripsy professional services and anesthesia services associated with
extracorporeal shock wave lithotripsy.

K. "Third-party payer" means any person that purchases, reimburses for, or
otherwise pays for all or part of any health care services for itself or for any other
person. Third-party payer includes, but is not limited to, any health insurance company;
preferred provider organization; prepaid hospital, medical, or other health service plan;
health maintenance organization; government health benefits program; and employer or other
person providing or administering any self-insured health benefits program.

L. "Contracted services" means provision of lithotripsy to patients pursuant
to a written contractual agreement with a purchaser or third-party payer of lithotripsy
services, in which the amount and terms of reimbursement for such services are specified
in the contractual agreement.

M. "Global fee or bill for lithotripsy" means a method of billing or charging
for lithotripsy whereby the charges for its component services, including lithotripsy
machine services, lithotripsy professional services, and anesthesia services, are billed
and/or paid as a single, combined charge, whether or not the component services are
separately itemized in the bill.

RESPONDENTS

PARAGRAPH TWO:

A. Respondent USS is a corporation organized, existing, and doing business under and by
virtue of the laws of the State of Delaware, with its office and principal place of
business located at 1875 West Dempster Street, Park Ridge, Illinois 60068. There are
approximately 35 shareholders of USS, including respondent urologists, all of whom are
urologists licensed to practice medicine in the State of Illinois and engaged in the
business of providing urologist professional services, including lithotripsy professional
services, to patients. USSs shareholders comprise approximately 15 percent of the
urologists in the Chicago metropolitan area.

B. Respondent SCA is a corporation organized, existing, and doing business under and by
virtue of the laws of the State of Illinois, with its office and principal place of
business located at 1875 West Dempster Street, Park Ridge, Illinois 60068. SCA is jointly
owned by USS, the respondent urologists, and approximately 66 additional urologists, all
of whom are licensed to practice medicine in the State of Illinois and are engaged in the
business of providing urologist professional services, including lithotripsy professional
services, to patients. SCAs shareholders comprise approximately 45 percent of the
urologists in the Chicago metropolitan area.

C. Respondent USL is a corporation organized, existing, and doing business under and by
virtue of the laws of the State of Illinois, with its office and principal place of
business located at 1875 West Dempster Street, Park Ridge, Illinois 60068. USL is owned by
respondents Donald M. Norris, M.D., and Marc A. Rubenstein, M.D.

D. Respondents Donald M. Norris, M.D., and Marc A. Rubenstein, M.D., are urologists,
licensed to practice medicine in the State of Illinois, and engaged in the business of
providing urologist professional services, including lithotripsy professional services, to
patients. Their business address is 1875 West Dempster Street, Suite 365, Park Ridge,
Illinois 60068. The respondent urologists are officers, directors, and shareholders of
USS; owners and officers of USL; and shareholders in SCA.

JURISDICTION

PARAGRAPH THREE: The acts and practices of the respondents, including those alleged
herein, are in or affect commerce within the meaning of Section 4 of the Federal Trade
Commission Act, as amended, 15 U.S.C. § 44.

RESPONDENTS' BUSINESS ACTIVITIES

PARAGRAPH FOUR: USS, SCA, USL, the respondent urologists, and other unnamed urologists,
are engaged in the provision of lithotripsy under the name Parkside Kidney Stone Center
("Parkside"). Parkside operates two lithotripsy facilities. Since February 1986,
Parkside has operated a lithotripsy facility in Park Ridge, Illinois; USS provides
lithotripsy machine services at Parksides Park Ridge facility. Since February 1995,
Parkside has operated a second lithotripsy facility in LaGrange, Illinois; SCA provides
lithotripsy machine services at Parksides LaGrange facility. The respondent
urologists, and other unnamed urologists, have jointly invested in the purchase and
operation of the two lithotripsy machines that Parkside operates. USL provides billing and
collection services for all lithotripsy provided at Parksides two facilities,
including lithotripsy professional services. The respondent urologists and approximately
140 other unnamed urologists, including the other urologists who are shareholders in USS
or SCA, each provide lithotripsy professional services to their own patients at
Parksides facilities.

PARAGRAPH FIVE: Except to the extent that competition has been restrained as alleged
herein, the urologists who provide lithotripsy professional services at Parkside,
including the respondent urologists and the other shareholders of USS and SCA, have been
in competition with other urologists who provide lithotripsy professional services at
Parkside.

PARAGRAPH SIX: Of all lithotripsy procedures performed at the six to eight providers of
lithotripsy machine services operating in the Chicago metropolitan area during the past
several years, approximately two-thirds of the procedures are, and for several years have
been, performed at Parkside. Currently, this amounts to more than 2500 lithotripsy
procedures per year performed at the Parkside facilities. Approximately 65 percent of the
urologists in the Chicago metropolitan area use Parkside to provide lithotripsy to some or
all of their patients needing lithotripsy. Of those urologists using Parkside to provide
lithotripsy, approximately 80 percent use Parkside exclusively.

RESPONDENTS' ACTS AND PRACTICES

PARAGRAPH SEVEN: The respondent urologists and other unnamed urologists who are their
competitors and who provide lithotripsy professional services at Parkside, including the
shareholders of USS and SCA, agreed to fix the prices they would charge for such services.

PARAGRAPH EIGHT: In furtherance of the agreement described in Paragraph Seven:

A. On or about March 18, 1985, USS informed its prospective investors, all of whom were
urologists, that lithotripsy patients will pay or would be charged a set price, estimated
at $2,000, for lithotripsy professional services, and that USS or its agents would bill
and collect for such services performed at Parkside.

B. On or about April 15, 1985, USS entered into an agreement with a third party to
perform the day-to-day management and operation of Parkside. The agreement provided, in
part, that USS will use its best efforts to set forth suggested fee structure for
[lithotripsy professional services at Parkside, that the] fee will be suggested to be
$2,000," and that such prices would be subject to annual increases to reflect the
changes in the costs of medical services in the metropolitan Chicago area.

C. The respondent urologists and other unnamed urologists, including the shareholders
of USS and SCA, agreed to use respondent USL as their common billing agent. Each urologist
providing lithotripsy professional services at Parkside was required to sign an agreement
with USL which: (1) states that it is "being signed between [USL] and all physicians
providing . . . services [at Parkside];" (2) prohibits the physician from
independently billing patients for any services billed by USL; and (3) requires the
urologist to "accept as payment in full for such services the sum paid . . . by
USL."

D. On or about the day Parkside opened its first Chicago area lithotripsy facility for
business in Park Ridge, Illinois, respondent USL produced and disseminated to the
urologists fee schedules that included, among other things, a $2,000 charge for
lithotripsy professional services.

E. On or about April 1, 1987, and each year thereafter until 1993, Parksides
charges, including the charges for lithotripsy professional services, were increased in
accordance with the April 15, 1985, agreement described above, and revised fee schedules
were distributed to the urologists who provided lithotripsy professional services at
Parkside.

F. In February, 1995, Parkside opened a second Chicago area lithotripsy facility,
located in LaGrange, Illinois. Lithotripsy services provided at this facility were and
continue to be billed for and reimbursed in the same manner and at the same prices as
those provided at Parksides Park Ridge facility. Investors in SCA are prohibited
from having an ownership interest, either directly or indirectly, in any other entity that
owns or operates a lithotripter within a 30-mile radius of LaGrange, Illinois, and may not
compete, directly or indirectly, with SCA within such 30-mile radius.

G. Until about April 1, 1995, respondent USL always or almost always billed the amounts
listed in the fee schedules for lithotripsy professional services provided at Parkside,
including lithotripsy professional services performed in connection with contracted
services.

H. On or about April 1, 1995, respondent USL revised the billing policy for lithotripsy
services provided at Parkside by requiring each urologist providing lithotripsy
professional services at Parkside to determine that charge independently. Since that date,
USL has billed each individual urologists charge for lithotripsy professional
services. The individually determined charges for lithotripsy professional services by
urologists using the Parkside facilities have varied greatly in amount since Parkside
revised its billing policy.

I. Although USL has billed the individual urologists charge for lithotripsy
professional services since about April 1, 1995, urologists providing lithotripsy
professional services at Parkside pursuant to contracted services agreements that provide
for a global fee or bill for lithotripsy continue to receive a uniform amount of
reimbursement from each such contracted purchaser or third-party payer. Urologists
providing lithotripsy professional services at Parkside pursuant to contracted services
agreements that provide for reimbursement based on percentage discounts off the
urologists fees or charges have a uniform percentage discount applied to their fees
or charges for urologist professional services by each such contracted purchaser or
third-party payer. Such uniform payment and discount provisions for lithotripsy
professional services are negotiated jointly by, for, or on behalf of respondents, and for
or on behalf of other urologists using Parkside, with each purchaser or third-party payer
that has an agreement with Parkside for contracted services.

PARAGRAPH NINE: By engaging in the acts and practices alleged herein, USS, SCA, USL,
the respondent urologists, and other unnamed urologists have combined or conspired to fix,
and have fixed, the prices for lithotripsy professional services performed at Parkside.

PARAGRAPH TEN: The individual respondents and the other unnamed urologists who invested
in Parkside financially integrated for the purposes of purchasing and operating
Parksides lithotripsy machines. However, it was not reasonably necessary to
achieving the benefits of this legitimate joint venture activity for respondents to fix or
set the fees for urologist professional services, as described in Paragraphs Seven through
Nine of this complaint. Furthermore, the respondent urologists and other unnamed
urologists who provide lithotripsy professional services at Parkside have not
substantially integrated their professional practices so as to justify respondents
acts or practices in fixing or setting fees for urologist professional services, as
described in Paragraphs Seven through Nine of this complaint.

EFFECTS OF RESPONDENTS' ACTS AND PRACTICES

PARAGRAPH ELEVEN: The acts and practices of the respondents, as alleged herein, have
had the purpose or effect, or the tendency and capacity, to restrain competition
unreasonably and to injure consumers in the following ways, among others:

A. By restraining competition among urologists in the provision of lithotripsy
professional services; and

B. By fixing or increasing the prices that are paid to urologists who provide
lithotripsy professional services.

VIOLATIONS OF THE FTC ACT

PARAGRAPH TWELVE: The acts and practices of the respondents alleged herein constitute
unfair methods of competition in or affecting commerce in violation of Section 5 of the
Federal Trade Commission Act, 15 U.S.C. § 45. The violation or the effects thereof, as
herein alleged, are continuing and will continue or recur in the absence of the relief
herein requested.

WHEREFORE, THE PREMISES CONSIDERED, the Federal Trade Commission on this sixth day of
April, 1998, issues its complaint against said respondents.